Jacob Scott - General Counsel and Corporate Secretary | Sprinklr (CXM) Executive Profile & Compensation

About Jacob Scott

Jacob Scott, 42, serves as General Counsel and Corporate Secretary of Sprinklr (CXM) and has held this role since March 2023; he previously served as Deputy General Counsel and Chief Compliance Officer from November 2020 to March 2023, and before Sprinklr was Assistant General Counsel at athenahealth from July 2017 to November 2020. He holds a B.A. in English and American Studies from Williams College and a J.D. from Yale Law School . Company performance context during his tenure: the Pay-Versus-Performance disclosure shows TSR index value fell to 51 in FY2025 (from 71 in FY2024), while FY2025 net income was $121.6M and non-GAAP operating income was $84.8M .

Company performance context (FY ends Jan 31)

Metric	FY 2023	FY 2024	FY 2025
CXM TSR (index, IPO base=100)	56	71	51
Peer Group TSR (index)	94	139	69
Net Income ($000s)	-$55,742	$51,403	$121,608
Non-GAAP Operating Income ($000s)	$5,955	$92,047	$84,751

Past Roles

Organization	Role	Years	Strategic Impact
Sprinklr (CXM)	General Counsel & Corporate Secretary	Since Mar 2023	Senior legal and corporate governance leadership
Sprinklr (CXM)	Deputy GC & Chief Compliance Officer	Nov 2020 – Mar 2023	Company legal and compliance leadership
athenahealth, Inc.	Assistant General Counsel (various roles prior)	Jul 2017 – Nov 2020	Legal counsel at a healthcare IT company

External Roles

No public company directorships or external board roles disclosed for Jacob Scott .

Fixed Compensation

FY2025 cash compensation and targets (year ended Jan 31, 2025)

Item	Value
Base Salary	$410,000
Target Bonus (% of base)	55%
Target Bonus ($)	$225,500
Actual Bonus Paid	$112,750 (50% of target per committee decision)
All Other Compensation	$4,140 (401k match)
Total Compensation	$2,506,888

Performance Compensation

Annual cash bonus and equity incentives

Incentive	Metric(s)	Weighting/Structure	Target	Actual/Payout	Vesting
Annual Cash Bonus (FY2025)	Holistic assessment due to leadership transitions; historically Net New ARR and Non-GAAP Operating Income used	No fixed targets set for FY2025; committee funded exec bonuses at 50% of target	$225,500	$112,750 (50% of target)	N/A
RSU (Grant 4/2/2024)	Time-based	Annual LTI; grant-date fair value per ASC 718	162,162 RSUs; $1,979,998 FV	N/A until vest	25% on 3/15/2025; then 12 equal quarterly installments on 6/15, 9/15, 12/15, 3/15 thereafter

Notes:

Beginning November 2024, Sprinklr introduced PSUs for executive officers with 75% tied to relative TSR over three years and 25% tied to revenue growth and operating income targets (0–200% payout). Jacob’s FY2025 disclosed grant was time-based RSUs; PSU program applies prospectively to executive LTI design .

Equity Ownership & Alignment

Beneficial ownership (as of April 15, 2025)

Security	Shares	% Ownership	Notes
Class A Common Stock	119,943	<1%	Beneficially owned
Class B Common Stock	71,980	<1%	Beneficially owned (10 votes/share)
Total Voting Power	—	<1%	Combined classes; less than 1% of total voting power

Outstanding awards and vesting (as of Jan 31, 2025; market price $8.91)

Grant Date	Instrument	Status/Quantity	Price/Value	Key Terms
12/02/2020	Stock Options	39,060 exercisable	$7.68 strike; exp 11/07/2030	Pre-IPO 2011 Plan; Class B options
12/02/2020	Stock Options	32,920 exercisable	$7.68 strike; exp 11/07/2030	Pre-IPO 2011 Plan; Class B options
04/15/2022	RSU	5,091 unvested	$45,361 MV @ $8.91	2021 Plan; time-based
04/02/2023	RSU	103,116 unvested	$918,764 MV @ $8.91	2021 Plan; time-based
04/02/2024	RSU	162,162 unvested	$1,444,863 MV @ $8.91	25% vests 3/15/2025; then quarterly installments

Additional alignment policy

Officer stock ownership guideline: 1.0x base salary for officers; compliance by the later of Jan 31, 2029 or five years from becoming subject to the guideline. As of Jan 31, 2025, all current executive officers and directors met requirements or were within the compliance period .
Hedging and pledging prohibited; no margin or collateral pledges permitted .

Option intrinsic value (as of Jan 31, 2025):

In-the-money value ≈ ($8.91 − $7.68) × (39,060 + 32,920) = ~$88,536, based on disclosed option terms and share price .

Employment Terms

Severance and change-in-control economics (Jacob Scott)

Scenario (as of Jan 31, 2025)	Base Salary	Bonus	Equity Acceleration	Insurance Continuation	Total
Termination without Cause / Good Reason (non-CIC)	$307,500	$225,500	—	$178	$533,178
Termination w/o Cause or Good Reason in connection with a CIC	$410,000	$225,500	$2,408,988	$238	$3,044,726

Plan terms and governance

Executive Severance and Change in Control Plan (for NEOs other than CEO): outside CIC, 9 months’ base salary, pro rata target bonus, up to 9 months subsidized COBRA; during CIC period (3 months before to 12 months after), 12 months’ base salary, 100% of target bonus, 100% acceleration of unvested time-based equity, up to 12 months subsidized COBRA; double-trigger equity acceleration in CIC; 280G best-net cutback; no excise tax gross-ups .
Clawback: NYSE-compliant Incentive Compensation Recoupment Policy effective Oct 2, 2023 covers incentive comp tied to financial reporting measures (including stock price/TSR) for the prior three completed fiscal years; policy filed as Exhibit 97 to FY2024 10-K .
Anti-hedging/pledging: Prohibited for directors, officers, and employees .
Section 16 compliance: No delinquent filings reported for Jacob; the proxy disclosed delinquencies for other individuals only .

Compensation Structure Analysis

Element	Observation
Cash vs equity mix	FY2025 total comp of ~$2.51M included $1.98M in RSUs; cash base $410k and bonus $112.8k imply equity-heavy mix typical for non-CEO NEOs .
Shift in LTI design	Company introduced PSUs (75% relative TSR; 25% revenue/operating income) starting with CEO in Nov 2024; Jacob’s disclosed FY2025 grant was time-based RSUs, indicating transition still in progress for non-CEO execs .
Annual bonus rigor	No fixed performance targets set for FY2025 due to leadership transitions and churn; committee funded at 50% of target for execs (except specific exceptions), showing discretion in an unusual year .
Governance features	Double-trigger CIC acceleration; 280G best-net cutback; NYSE-compliant clawback; anti-hedge/pledge; ownership guidelines—generally shareholder-friendly .

Investment Implications

Alignment and retention: Jacob’s equity exposure is primarily time-based RSUs with quarterly vesting starting March 15, 2025, creating a steady vesting cadence that can produce modest, predictable selling pressure around vest dates; however, hedging/pledging prohibitions reduce misalignment risk . Ownership is <1%, so “skin in the game” is modest despite equity holdings .
Event risk: Double-trigger CIC with full acceleration of time-based equity could increase realized comp in a sale and add incremental share overhang at close; quantify at ~$2.41M of unvested equity value as of Jan 31, 2025 for a CIC scenario .
Pay-for-performance linkage: With FY2025 no fixed short-term targets and time-based RSUs for Jacob, near-term pay-performance sensitivity is moderate; the company’s move to PSU-based LTI (relative TSR and growth/operating income) should strengthen alignment as it phases in across executives .
Governance posture: No excise tax gross-ups, robust clawback, and ownership guidelines support investor-friendly practices; no Section 16 reporting delinquencies noted for Jacob .

Compensation peer group context used for relative TSR and benchmarking included: AppFolio, Bentley Systems, Blackbaud, BlackLine, Box, Braze, CCC Intelligent Solutions, DoubleVerify, Dynatrace, Five9, Freshworks, Instructure, Manhattan Associates, Pegasystems, PowerSchool, Semrush, Sprout Social, Squarespace, Workiva .